```

[Congressional Bills 118th Congress]
[From the U.S. Government Publishing Office]
[S. 5139 Introduced in Senate (IS)]

<DOC>

118th CONGRESS
  2d Session
                                S. 5139

    To amend the Securities Act of 1933 to address emerging growth 
                   companies, and for other purposes.

_______________________________________________________________________

                   IN THE SENATE OF THE UNITED STATES

                           September 23, 2024

 Mr. Scott of South Carolina (for himself, Mr. Crapo, Mr. Rounds, Mr. 
 Tillis, Mr. Kennedy, Mr. Hagerty, Ms. Lummis, Mrs. Britt, Mr. Cramer, 
  Mr. Daines, and Mr. Moran) introduced the following bill; which was 
read twice and referred to the Committee on Banking, Housing, and Urban 
                                Affairs

_______________________________________________________________________

                                 A BILL

 
    To amend the Securities Act of 1933 to address emerging growth 
                   companies, and for other purposes.

    Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

SECTION 1. SHORT TITLE; TABLE OF CONTENTS.

    (a) Short Title.--This Act may be cited as the ``Empowering Main 
Street in America Act of 2024''.
    (b) Table of Contents.--The table of contents for this Act is as 
follows:

Sec. 1. Short title; table of contents.
Sec. 2. Definition.
TITLE I--PROMOTING GREATER CAPITAL FORMATION IN U.S. PUBLIC AND PRIVATE 
                                MARKETS

Sec. 101. Helping startups continue to grow.
Sec. 102. Micro-offering exemption.
Sec. 103. Investment companies.
Sec. 104. Public float.
Sec. 105. Crowdfunding.
Sec. 106. Regulatory definition of venture capital fund.
Sec. 107. Unlocking capital for small businesses.
Sec. 108. Rural job creators.
Sec. 109. Studies, reports, and rules regarding small entities.
  TITLE II--RESPONSIBLY EXPANDING INVESTMENT OPPORTUNITIES FOR RETAIL 
                               INVESTORS

Sec. 201. Equal opportunity for all investors.
Sec. 202. Encouraging investments in Main Street.
Sec. 203. Main Street investor confidence.
Sec. 204. Increasing investor opportunities.
Sec. 205. Enhancement of 403(b) plans.
TITLE III--FOSTERING INVESTOR CONFIDENCE IN MARKET INTEGRITY, FAIRNESS, 
                            AND TRANSPARENCY

Sec. 301. Study regarding retail investor readability of financial 
                            statements.
Sec. 302. Duties of Ombudsman relating to Regulation Crowdfunding.
Sec. 303. Publication on economic data on securities markets.
Sec. 304. Study on IPO fees.
Sec. 305. Exclusions available regardless of significant social policy 
                            issue.
  TITLE IV--HOLDING REGULATORS ACCOUNTABLE THROUGH INCREASED OVERSIGHT

Sec. 401. Required testimony.
Sec. 402. Semiannual report.
Sec. 403. Rulemaking requirements.
Sec. 404. Senate confirmation of Inspector General of the Securities 
                            and Exchange Commission.

SEC. 2. DEFINITION.

    In this Act, the term ``Commission'' means the Securities and 
Exchange Commission.

TITLE I--PROMOTING GREATER CAPITAL FORMATION IN U.S. PUBLIC AND PRIVATE 
                                MARKETS

SEC. 101. HELPING STARTUPS CONTINUE TO GROW.

    (a) Definition of Term.--
            (1) Securities act of 1933.--Section 2(a) of the Securities 
        Act of 1933 (15 U.S.C. 77b(a)) is amended by striking paragraph 
        (19) and inserting the following:
            ``(19)(A) The term `emerging growth company' means an 
        issuer that had total annual gross revenues of less than 
        $2,000,000,000 (as such amount is indexed for inflation every 5 
        years by the Commission to reflect the change in the Consumer 
        Price Index for All Urban Consumers published by the Bureau of 
        Labor Statistics, setting the threshold to the nearest 
        1,000,000) during its most recently completed fiscal year.
            ``(B) An issuer that is an emerging growth company as of 
        the first day of its most recently completed fiscal year shall, 
        after submitting a draft registration statement or publicly 
        filing an initial registration statement under this title, 
        continue to be deemed an emerging growth company until the 
        earliest of--
                    ``(i) the date that is 1 fiscal year after the last 
                day of the fiscal year of the issuer during which it 
                had total annual gross revenues of $2,000,000,000 (as 
                such amount is indexed for inflation every 5 years by 
                the Commission to reflect the change in the Consumer 
                Price Index for All Urban Consumers published by the 
                Bureau of Labor Statistics, setting the threshold to 
                the nearest 1,000,000) or more;
                    ``(ii) the last day of the fiscal year of the 
                issuer following the tenth anniversary of the date of 
                the first primary sale of common equity securities of 
                the issuer for cash pursuant to an effective 
                registration statement under this title; or
                    ``(iii) the date that is 1 fiscal year after the 
                last day of the fiscal year of the issuer in which such 
                issuer has more than $2,000,000,000 (as such amount is 
                indexed for inflation every 5 years by the Commission 
                to reflect the change in the Consumer Price Index for 
                All Urban Consumers published by the Bureau of Labor 
                Statistics, setting the threshold to the nearest 
                1,000,000) in non-convertible debt securities 
                outstanding.''.
            (2) Securities exchange act of 1934.--Section 3(a) of the 
        Securities Exchange Act of 1934 (15 U.S.C. 78c(a)) is amended--
                    (A) by striking the first paragraph (80) (relating 
                to emerging growth companies);
                    (B) by transferring paragraph (79) (relating to 
                asset-backed securities) to appear after paragraph 
                (78); and
                    (C) by adding at the end the following:
            ``(81) Emerging growth company.--The term `emerging growth 
        company' has the meaning given the term in section 2(a) of the 
        Securities Act of 1933 (15 U.S.C. 77b(a)).''.
            (3) Rule of application.--The amendments made by this 
        subsection shall apply with respect to an issuer that--
                    (A) qualifies as an emerging growth company, as 
                defined in section 2(a) of the Securities Act of 1933 
                (15 U.S.C. 77b(a)) or the first paragraph (80) of 
                section 3(a) of the Securities Exchange Act of 1934 (15 
                U.S.C. 78c(a)), as applicable, on the day before the 
                date of enactment of this Act; or
                    (B) first qualifies as an emerging growth company, 
                as defined in such section 2(a) or paragraph (81) of 
                such section 3(a) (as added by paragraph (2) of this 
                subsection), as applicable, on or after the date of 
                enactment of this Act.
    (b) Registration.--Section 6(e)(1) of the Securities Act of 1933 
(15 U.S.C. 77f(e)(1)) is amended by striking the second sentence.

SEC. 102. MICRO-OFFERING EXEMPTION.

    (a) In General.--Section 4 of the Securities Act of 1933 (15 U.S.C. 
77d) is amended--
            (1) in subsection (a), by adding at the end the following:
            ``(8) transactions meeting the requirements of subsection 
        (f).''; and
            (2) by adding at the end the following:
    ``(f) Micro-Offerings.--
            ``(1) In general.--The transactions referred to in 
        subsection (a)(8) are transactions involving the sale of 
        securities by an issuer (including all entities controlled by 
        or under common control with the issuer) where the aggregate 
        amount of all securities sold by the issuer, including any 
        amount sold in reliance on the exemption provided under 
        subsection (a)(8), during the 12-month period preceding such 
        transaction, does not exceed $500,000.
            ``(2) Adjustment.--The dollar amount in paragraph (1) shall 
        be adjusted by the Commission not less frequently than once 
        every 5 years and at the same time as the adjustments made 
        under section 4A(h), by notice published in the Federal 
        Register to reflect any change in the Consumer Price Index for 
        All Urban Consumers published by the Bureau of Labor 
        Statistics, setting the threshold to the nearest $10,000.
            ``(3) Bad actor prohibition.--The exemption under this 
        subsection shall not apply to any person subject to--
                    ``(A) an event that would disqualify an issuer or 
                other covered person under section 230.506(d)(1) of 
                title 17, Code of Federal Regulations, or any successor 
                regulation; or
                    ``(B) a statutory disqualification, as defined in 
                section 3(a) of the Securities Exchange Act of 1934 (15 
                U.S.C. 78c(a)).''.
    (b) Exemption Under State Regulations.--Section 18(b)(4) of the 
Securities Act of 1933 (15 U.S.C. 77r(b)(4)) is amended--
            (1) in subparagraph (F), by striking ``or'' at the end;
            (2) in subparagraph (G), by striking the period and 
        inserting ``; or''; and
            (3) by adding at the end the following:
                    ``(H) section 4(a)(8).''.

SEC. 103. INVESTMENT COMPANIES.

    Section 3(c)(1) of the Investment Company Act of 1940 (15 U.S.C. 
80a-3(c)(1)) is amended--
            (1) in the matter preceding subparagraph (A), in the first 
        sentence, by striking ``250 persons'' and inserting ``500 
        persons''; and
            (2) in subparagraph (C)(i)--
                    (A) by striking ``$10,000,000'' and inserting 
                ``$50,000,000''; and
                    (B) by striking ``with such dollar amount to be 
                indexed for inflation once every 5 years by the 
                Commission, beginning from a measurement made by the 
                Commission on a date selected by the Commission, 
                rounded to the nearest $1,000,000'' and inserting the 
                following: ``which the Commission shall adjust not less 
                frequently than once every 5 years by notice published 
                in the Federal Register to reflect any change in the 
                Consumer Price Index for All Urban Consumers published 
                by the Bureau of Labor Statistics, setting the 
                threshold to the nearest $10,000''.

SEC. 104. PUBLIC FLOAT.

    Not later than 180 days after the date of enactment of this Act, 
the Commission shall amend section 229.10(f)(1)(i) of title 17, Code of 
Federal Regulations, or any successor regulation, to provide that the 
threshold in that provision shall be a 12-month rolling average of 
$700,000,000 (which the Commission shall index for inflation once every 
5 years to reflect the change in the Consumer Price Index for All Urban 
Consumers published by the Bureau of Labor Statistics, setting the 
threshold to the nearest $100,000).

SEC. 105. CROWDFUNDING.

    Notwithstanding any other provision of law or regulation, with 
respect to a transaction described in section 4(a)(6) of the Securities 
Act of 1933 (15 U.S.C. 77d(a)(6)), the following shall apply:
            (1) If the transaction involves an offer or sale of 
        securities by an issuer that is not more than $500,000, the 
        issuer--
                    (A) shall not be required to submit a review report 
                of a public accountant that is independent of the 
                issuer; and
                    (B) may provide financial statements and certain 
                other information that is based on information reported 
                on the Federal income tax return of the issuer for the 
                most recently completed year (if any), if--
                            (i) reviewed or audited financial 
                        statements are not available; and
                            (ii) those financial statements, and that 
                        other information, is certified by the 
                        principal executive officer of the issuer to be 
                        true and complete in all material respects.
            (2) A person described in subsection (b) or (c) of section 
        3 of the Investment Company Act of 1940 (15 U.S.C. 80a-3) may 
        purchase the securities that are offered or sold in that 
        transaction.

SEC. 106. REGULATORY DEFINITION OF VENTURE CAPITAL FUND.

    Not later than 180 days after the date of enactment of this Act, 
the Commission shall--
            (1) amend the definition of a qualifying investment under 
        paragraph (c) of section 275.203(l)-1 of title 17, Code of 
        Federal Regulations, or any successor regulation--
                    (A) to include an equity security issued by a 
                qualifying portfolio company, whether acquired directly 
                from the company or in a secondary acquisition; and
                    (B) to specify that an investment in another 
                venture capital fund is a qualifying investment under 
                that definition; and
            (2) amend paragraph (a) of section 275.203(l)-1 of title 
        17, Code of Federal Regulations, or any successor regulation, 
        to require, as a condition of a private fund qualifying as a 
        venture capital fund under that paragraph, that the qualifying 
        investments of the private fund are--
                    (A) predominantly qualifying investments that were 
                acquired directly from a qualifying portfolio company; 
                or
                    (B) predominantly qualifying investments in another 
                venture capital fund or other venture capital funds.

SEC. 107. UNLOCKING CAPITAL FOR SMALL BUSINESSES.

    (a) Safe Harbors for Finders and Private Placement Brokers.--
            (1) In general.--Section 15 of the Securities Exchange Act 
        of 1934 (15 U.S.C. 78o) is amended by adding at the end the 
        following:
    ``(p) Finder Safe Harbor.--
            ``(1) Disclosures required.--Before the consummation of a 
        transaction effecting a private placement, a finder shall 
        disclose clearly and conspicuously, in writing, to all parties 
        to the transaction as a result of the activities of the 
        finder--
                    ``(A) that the finder is acting as a finder;
                    ``(B) the amount of any compensation or anticipated 
                compensation in any form for services rendered as a 
                finder in connection with such transaction;
                    ``(C) the person entitled to receive any 
                compensation described in subparagraph (B); and
                    ``(D) any beneficial interest in the issuer, direct 
                or indirect, of the finder, of a member of the 
                immediate family of the finder, of an associated person 
                of the finder, or of a member of the immediate family 
                of such associated person before the consummation of 
                the transaction effecting the private placement or 
                anticipated to be held following the consummation of 
                the transaction.
            ``(2) Definitions.--In this subsection:
                    ``(A) Finder.--The term `finder' means a person 
                that--
                            ``(i) receives transaction-based 
                        compensation--
                                    ``(I) for effecting a transaction 
                                by--
                                            ``(aa) introducing an 
                                        issuer or owner of securities 
                                        and a buyer of such securities 
                                        in connection with the sale of 
                                        a business effected as the sale 
                                        of securities; or
                                            ``(bb) introducing an 
                                        issuer or owner of securities 
                                        and a buyer of those securities 
                                        in connection with the 
                                        placement of securities in 
                                        transactions that are exempt 
                                        from the registration 
                                        requirements under the 
                                        Securities Act of 1933 (15 
                                        U.S.C. 77a et seq.); and
                                    ``(II) that is not with respect 
                                to--
                                            ``(aa) a class of publicly 
                                        traded securities;
                                            ``(bb) the securities of an 
                                        investment company, as defined 
                                        in section 3 of the Investment 
                                        Company Act of 1940 (15 U.S.C. 
                                        80a-3); or
                                            ``(cc) a variable or 
                                        equity-indexed annuity or other 
                                        variable or equity-indexed life 
                                        insurance product;
                            ``(ii) with respect to a transaction for 
                        which such transaction-based compensation is 
                        received--
                                    ``(I) does not handle or take 
                                possession of the funds or securities;
                                    ``(II) does not engage in an 
                                activity that requires registration as 
                                an investment adviser under State or 
                                Federal law; and
                                    ``(III) is not subject to a 
                                statutory disqualification; and
                            ``(iii) is not a private placement broker, 
                        as defined in subsection (q)(3).
                    ``(B) Private placement.--The term `private 
                placement' means a transaction described in section 
                4(a)(2) of the Securities Act of 1933 (15 U.S.C. 
                77d(a)(2)).
    ``(q) Private Placement Broker Safe Harbor.--
            ``(1) Registration requirements.--
                    ``(A) In general.--Not later than 270 days after 
                the date of enactment of this subsection, the 
                Commission shall propose regulations with respect to 
                private placement brokers.
                    ``(B) Restriction.--The regulations proposed under 
                subparagraph (A) may not require a private placement 
                broker to comply with any net capital requirement, have 
                a financial principal, or have or produce for 
                examination by any regulatory authority audited 
                financial statements of the private placement broker.
                    ``(C) Final regulations.--Not later than 270 days 
                after the date on which the Commission publishes in the 
                Federal Register the proposed regulations under 
                subparagraph (A), the Commission shall promulgate final 
                versions of those regulations.
            ``(2) National securities associations.--
                    ``(A) In general.--Not later than 270 days after 
                the date of enactment of this subsection, the 
                Commission shall promulgate regulations that require 
                the rules of any national securities association to 
                allow a private placement broker to become a member of 
                that national securities association, subject to 
                reduced membership requirements consistent with this 
                subsection.
                    ``(B) Final regulations.--Not later than 270 days 
                after the publication of the proposed regulations in 
                the Federal Register, the Commission shall promulgate 
                final versions of the regulations described in 
                subparagraph (A).
            ``(3) Definition.--
                    ``(A) In general.--In this subsection, the term 
                `private placement broker' means a person that--
                            ``(i) receives transaction-based 
                        compensation in connection with the sale of a 
                        business effected as the sale of securities or 
                        in connection with the placement of securities 
                        in transactions that are exempt from the 
                        registration requirements under the Securities 
                        Act of 1933 (15 U.S.C. 77a et seq.) with 
                        respect to a transaction for which transaction-
                        based compensation is received; and
                            ``(ii) with respect to the transaction-
                        based compensation described in clause (i), 
                        receives that compensation--
                                    ``(I) in an amount that is not more 
                                than $500,000 in any calendar year;
                                    ``(II) in connection with 
                                transactions that result in a single 
                                issuer selling securities valued at not 
                                more than $15,000,000 in any calendar 
                                year;
                                    ``(III) in connection with 
                                transactions that result in any 
                                combination of issuers selling 
                                securities valued at not more than 
                                $30,000,000 in any calendar year; or
                                    ``(IV) in connection with fewer 
                                than 16 transactions that are not part 
                                of the same offering or are otherwise 
                                unrelated in any calendar year.
                    ``(B) Adjustment for inflation.--The amounts 
                described in subparagraph (A)(ii) shall be increased 
                each year by an amount equal to the percentage 
                increase, if any, in the Consumer Price Index, as 
                determined by the Department of Labor or its 
                successor.''.
            (2) Validity of contracts with registered finders and 
        private placement brokers.--Section 29 of the Securities 
        Exchange Act of 1934 (15 U.S.C. 78cc) is amended by adding at 
        the end the following:
    ``(d) Subsection (b) shall not apply to a contract made for a 
transaction if--
            ``(1) the transaction is one in which the issuer engaged 
        the services of a finder (as defined in section 15(p)(2)) that 
        is not registered under this title or a private placement 
        broker (as defined in section 15(q)(3)) with respect to that 
        transaction;
            ``(2) the issuer received a self-certification from a 
        finder or private placement broker described in paragraph (1) 
        certifying that such finder or private placement broker is a 
        finder under section 15(p) or a registered private placement 
        broker under section 15(q); and
            ``(3) the issuer--
                    ``(A) did not know that the self-certification 
                described in paragraph (2) was false; or
                    ``(B) did not have a reasonable basis to believe 
                that the self-certification described in paragraph (2) 
                was false.''.
            (3) Removal of finders from definitions of broker.--
                    (A) Records and reports on monetary instruments 
                transactions.--Section 5312(a)(2)(G) of title 31, 
                United States Code, is amended by inserting ``with the 
                exception of a finder, as defined in subsection (p)(2) 
                of section 15 of that Act (15 U.S.C. 78o)'' before the 
                semicolon at the end.
                    (B) Securities exchange act of 1934.--Section 
                3(a)(4) of the Securities Exchange Act of 1934 (15 
                U.S.C. 78c(a)(4)) is amended by adding at the end the 
                following:
                    ``(G) Finders.--A finder, as defined in section 
                15(p)(2), is not a broker for the purposes of this 
                Act.''.
    (b) Limitations on State Law.--Section 15(i) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78o(i)) is amended--
            (1) in paragraph (3), in the matter preceding subparagraph 
        (A), by striking ``paragraph (3)'' and inserting ``paragraph 
        (5)'';
            (2) by redesignating paragraph (4) as paragraph (5); and
            (3) by inserting after paragraph (3) the following:
            ``(4) Finders and private placement brokers.--
                    ``(A) In general.--No State or political 
                subdivision thereof may enforce any law, rule, 
                regulation, or other administrative action that imposes 
                greater registration, audit, financial recordkeeping, 
                or reporting requirements on a finder or private 
                placement broker than those that are required under 
                subsections (p) and (q), respectively.
                    ``(B) Electronic access.--Each State--
                            ``(i) shall have electronic access to any 
                        registration filed with the Commission by a 
                        private placement broker; and
                            ``(ii) may require a written notice from a 
                        finder operating from within that State, or 
                        communicating with potential investors that are 
                        citizens or residents of that State, that 
                        provides the name, principal place of business, 
                        telephone number, and email address of the 
                        finder, which shall be transmitted to the State 
                        before the consummation of a transaction--
                                    ``(I) in the finder's State of 
                                residence; or
                                    ``(II) involving a party to the 
                                transaction that is a citizen or 
                                resident of the State described in 
                                subclause (I).
                    ``(C) Definitions.--In this paragraph, the terms 
                `finder' and `private placement broker' have the 
                meanings given those terms in subsections (p)(2) and 
                (q)(3) of section 15, respectively.''.

SEC. 108. RURAL JOB CREATORS.

    Section 4(j) of the Securities Exchange Act of 1934 (15 U.S.C. 
78d(j)) is amended--
            (1) in paragraph (4)(C), by inserting ``rural-area small 
        businesses,'' after ``women-owned small businesses,''; and
            (2) in paragraph (6)(B)(iii), by inserting ``rural-area 
        small businesses,'' after ``women-owned small businesses,''.

SEC. 109. STUDIES, REPORTS, AND RULES REGARDING SMALL ENTITIES.

    (a) Definition.--In this section, the term ``small entity''--
            (1) has the meaning given the term in section 601 of title 
        5, United States Code, with respect to the activities of the 
        Commission; and
            (2) includes any definition established by the Commission 
        of the term ``small business'', ``small organization'', or 
        ``small governmental jurisdiction'' under paragraph (3), (4), 
        or (5), respectively, of section 601 of title 5, United States 
        Code, with respect to the activities of the Commission.
    (b) Studies and Reports.--Not later than 1 year after the date of 
enactment of this Act, and every 5 years thereafter, the Commission 
shall--
            (1) conduct a study of the definition of the term ``small 
        entity'' with respect to the activities of the Commission for 
        the purposes of chapter 6 of title 5, United States Code, which 
        shall consider--
                    (A) the extent to which the definition of the term 
                ``small entity'', as in effect during the period in 
                which the study is conducted, aligns with the findings 
                and declarations made under section 2(a) of the 
                Regulatory Flexibility Act (5 U.S.C. 601 note);
                    (B) the amount by which financial markets in the 
                United States have grown since the last time the 
                Commission amended the definition of the term ``small 
                entity'', if applicable; and
                    (C) how the Commission should define the term 
                ``small entity'' to ensure that a meaningful number of 
                entities would fall under that definition; and
            (2) submit to Congress a report that includes--
                    (A) the results of the applicable study conducted 
                under paragraph (1); and
                    (B) specific and detailed recommendations on the 
                ways in which the Commission could amend the definition 
                of the term ``small entity'' to--
                            (i) be consistent with the results 
                        described in subparagraph (A); and
                            (ii) expand the number of entities covered 
                        by that definition.
    (c) Rulemaking.--After the completion of each study required under 
subsection (b), the Commission shall, subject to public notice and 
comment, revise the rules of the Commission consistent with the results 
of the study.
    (d) Inflation Adjustments.--As soon as practicable following the 
date of enactment of this Act, and every 5 years thereafter, the 
Commission shall adjust all dollar figures under the definition of 
small entity established by the Commission to reflect the change in the 
Consumer Price Index for All Urban Consumers published by the Bureau of 
Labor Statistics of the Department of Labor.

  TITLE II--RESPONSIBLY EXPANDING INVESTMENT OPPORTUNITIES FOR RETAIL 
                               INVESTORS

SEC. 201. EQUAL OPPORTUNITY FOR ALL INVESTORS.

    (a) Certification Examinations for Accredited Investors.--
            (1) Examination alternative.--Section 2(a)(15) of the 
        Securities Act of 1933 (15 U.S.C. 77b(a)(15)) is amended--
                    (A) by redesignating clauses (i) and (ii) as 
                subparagraphs (A) and (B), respectively;
                    (B) in subparagraph (A), as so redesignated, by 
                striking ``adviser; or'' and inserting ``adviser;'';
                    (C) in subparagraph (B), as so redesignated, by 
                striking the period at the end and inserting ``; or''; 
                and
                    (D) by adding at the end the following:
                    ``(C) any individual who is certified as an 
                accredited investor through an examination established 
                or approved by the Commission, the securities 
                commission (or any agency or office performing like 
                functions) of any State, or any self-regulatory 
                organization as defined in the Securities Exchange Act 
                of 1934 (15 U.S.C. 78c(a)(26)) that--
                            ``(i) measures whether an individual 
                        certified as an accredited investor pursuant to 
                        such examination understands and appreciates 
                        the risks and opportunities of investing in 
                        securities;
                            ``(ii) is designed to ensure that an 
                        individual with financial sophistication or 
                        training would be unlikely to fail; and
                            ``(iii) may be designed or administered by 
                        any other person approved by the Commission, 
                        such securities commission, or such self-
                        regulatory organization.''.
            (2) Effective date.--The amendments made by paragraph (1) 
        shall take effect on the date of enactment of this Act.
            (3) Examination.--The Commission shall establish or approve 
        an examination that complies with paragraph (1) no later than 
        18 months after the date of enactment of this Act.
    (b) Accredited Investor Self-Certification.--Section 4(b) of the 
Securities Act of 1933 (15 U.S.C. 77d(b)) is amended by inserting 
``Unless the issuer knows, or has a reckless disregard for whether, the 
purchaser is not an accredited investor, obtaining a self-certification 
from the purchaser that the purchaser meets the income or net worth 
requirements of Rule 501 of Regulation D shall constitute reasonable 
steps to verify that purchasers of the securities are accredited 
investors.'' after the period at the end.
    (c) Modification of Rules.--
            (1) In general.--Not later than 270 days after the date of 
        enactment of this Act, the Commission shall revise section 
        230.501(a) of title 17, Code of Federal Regulations, or any 
        successor regulation, to make parallel changes set forth in 
        subsection (a) of this section, and the amendments made by that 
        subsection, and to add to the definition of the term 
        ``accredited investor'' the following categories:
                    (A) Any natural person with at least $500,000 worth 
                of investments.
                    (B) Any natural person with total transactions 
                during a 12-month period under section 230.506 of title 
                17, Code of Federal Regulations, and under section 
                4(a)(6) of the Securities Act of 1933 (15 U.S.C. 
                77d(a)(6)) that are not greater than the highest amount 
                of the following:
                            (i) 10 percent of the total investments of 
                        the person.
                            (ii) 10 percent of the annual income of the 
                        person or 10 percent of the annual combined 
                        income with that person's spouse.
                            (iii) 10 percent of the net worth of the 
                        person excluding the value of the person's 
                        principal place of residence.
            (2) Definitions.--
                    (A) Definitions.--In this subsection:
                            (i) Cash and cash equivalents.--The term 
                        ``cash and cash equivalents'' includes--
                                    (I) bank deposits, certificates of 
                                deposit, bankers acceptances and 
                                similar bank instruments held for 
                                investment purposes; and
                                    (II) the net cash surrender value 
                                of an insurance policy.
                            (ii) Commodity interests.--The term 
                        ``commodity interests'' means commodity futures 
                        contracts, options on commodity futures 
                        contracts, and options on physical commodities 
                        traded on or subject to the rules of--
                                    (I) any contract market designated 
                                for trading such transactions under the 
                                Commodity Exchange Act (7 U.S.C. 1 et 
                                seq.) and the rules issued under that 
                                Act; or
                                    (II) any board of trade or exchange 
                                outside the United States, as described 
                                in part 30 of title 17, Code of Federal 
                                Regulations.
                            (iii) Digital assets.--The term ``digital 
                        assets''--
                                    (I) means a digital representation 
                                of value that--
                                            (aa) is used as a medium of 
                                        exchange, unit of account, or 
                                        store of value; and
                                            (bb) is not legal tender, 
                                        whether or not denominated in 
                                        legal tender; and
                                    (II) does not include--
                                            (aa) a transaction in which 
                                        a merchant grants, as part of 
                                        an affinity or rewards program, 
                                        value that cannot be taken from 
                                        or exchanged with the merchant 
                                        for legal tender, bank credit, 
                                        or virtual currency; or
                                            (bb) a digital 
                                        representation of value issued 
                                        by or on behalf of a publisher 
                                        and used solely within an 
                                        online game, game platform, or 
                                        family of games sold by the 
                                        same publisher or offered on 
                                        the same game platform.
                            (iv) Investment purposes.--The term 
                        ``investment purposes''--
                                    (I) includes--
                                            (aa) real estate owned by a 
                                        prospective purchaser who is 
                                        engaged primarily in the 
                                        business of investing, trading, 
                                        or developing real estate in 
                                        connection with such business; 
                                        and
                                            (bb) a commodity interest 
                                        or physical commodity owned, or 
                                        a financial contract entered 
                                        into, by the prospective 
                                        purchaser who is engaged 
                                        primarily in the business of 
                                        investing, reinvesting, or 
                                        trading in commodity interests, 
                                        physical commodities, or 
                                        financial contracts in 
                                        connection with such business; 
                                        and
                                    (II) does not include real estate 
                                held for investment purposes by a 
                                prospective purchaser if the real 
                                estate is used by the prospective 
                                purchaser, a sibling, spouse or former 
                                spouse, a direct lineal descendant by 
                                birth or adoption, or spouse of such 
                                lineal descendant or ancestor for 
                                personal purposes or as a place of 
                                business, or in connection with the 
                                conduct of the trade or business of the 
                                prospective purchaser or such related 
                                person.
                            (v) Investments.--The term ``investments'' 
                        means--
                                    (I) securities, as defined in 
                                section 2(a) of the Securities Act of 
                                1933 (15 U.S.C. 77b(a)), other than 
                                securities issued by an issuer that is 
                                controlled by the prospective purchaser 
                                that owns such securities;
                                    (II) real estate held for 
                                investment purposes;
                                    (III) commodity interests held for 
                                investment purposes;
                                    (IV) physical commodities held for 
                                investment purposes;
                                    (V) digital assets held for 
                                investment purposes;
                                    (VI) to the extent not securities, 
                                financial contracts (as such term is 
                                defined in section 3(c)(2)(B)(ii) of 
                                the Investment Company Act of 1940 (15 
                                U.S.C. 80a-3(c)(2)(B)(ii))) entered 
                                into for investment purposes; and
                                    (VII) cash and cash equivalents 
                                (including foreign currencies) held for 
                                investment purposes.
                            (vi) Personal purposes.--The term 
                        ``personal purposes'' does not include 
                        residential real estate if deductions with 
                        respect to such real estate are not disallowed 
                        by section 280A of the Internal Revenue Code of 
                        1986.
                            (vii) Physical commodities.--The term 
                        ``physical commodities'' means any physical 
                        commodity with respect to which a commodity 
                        interest is traded on a market described in 
                        clause (ii)(I).
                    (B) Self-execution.--If the Commission does not 
                revise its rules in accordance with the deadline set 
                forth in paragraph (1), then any person described in 
                paragraph (2) shall be deemed to be an accredited 
                investor for all purposes under the Federal securities 
                laws (including regulations).
    (d) Adjusting the Accredited Investor Standard.--Section 413 of the 
Private Fund Investment Advisers Registration Act of 2010 (15 U.S.C. 
77b note) is amended by striking subsection (b) and inserting the 
following:
    ``(b) Review and Adjustment.--
            ``(1) In general.--The Commission may undertake a review of 
        the definition of the term `accredited investor', as such term 
        applies to natural persons, to determine whether the 
        requirements of the definition, excluding the requirement 
        relating to the net worth standard described in subsection (a), 
        should be adjusted or modified for the protection of investors, 
        in the public interest, and in light of the economy.
            ``(2) Adjustment or modification.--Upon completion of a 
        review under paragraph (1), the Commission may, by notice and 
        comment rulemaking, make such adjustments to the definition of 
        the term `accredited investor', excluding adjusting or 
        modifying the requirement relating to the net worth standard 
        described in subsection (a), as such term applies to natural 
        persons, as the Commission may deem appropriate for the 
        protection of investors, in the public interest, and in light 
        of the economy.''.

SEC. 202. ENCOURAGING INVESTMENTS IN MAIN STREET.

    (a) In General.--Not later than 180 days after the date of 
enactment of this Act, the Commission, in consultation with the 
Secretary of Labor, shall conduct a study that examines the impact of 
limiting retail investors and defined contribution plans (as defined in 
section 3 of the Employee Retirement Income Security Act of 1974 (29 
U.S.C. 1002)) from investing in private placements, which shall 
consider--
            (1) the growth of private markets;
            (2) the overall decline in the number of issuers, the 
        securities of which are listed on national securities 
        exchanges;
            (3) the impact of retail investors having fewer investment 
        opportunities;
            (4) the benefits of fiduciary management; and
            (5) the benefits of investment diversification and improve 
        investment growth opportunities for long-term investors.
    (b) Report.--Not later than 1 year after the date of enactment of 
this Act, the Commission shall submit to the Committee on Banking, 
Housing, and Urban Affairs of the Senate, the Committee on Finance of 
the Senate, the Committee on Financial Services of the House of 
Representatives, and the Committee on Ways and Means of the House of 
Representatives a report containing the results of the study conducted 
under subsection (a).

SEC. 203. MAIN STREET INVESTOR CONFIDENCE.

    The Financial Literacy and Education Commission of the Department 
of the Treasury, in coordination with the Office of Investor Education 
and Advocacy and the Office of the Investor Advocate of the Commission, 
shall--
            (1) conduct a study, after providing notice and an 
        opportunity for public comment, including from retail investors 
        in the United States, on the levels of inclusion and 
        participation, education in, and confidence of the people of 
        the United States in the capital market system of the United 
        States; and
            (2) not later than 1 year after the date of enactment of 
        this Act, submit to the Committee on Banking, Housing, and 
        Urban Affairs, the Committee on Health, Education, Labor, and 
        Pensions, and the Committee on Finance of the Senate and the 
        Committee on Financial Services and the Committee on Education 
        and the Workforce of the House of Representatives 
        recommendations to enhance Federal financial literacy programs, 
        inclusion, and market confidence for the average retail 
        investors.

SEC. 204. INCREASING INVESTOR OPPORTUNITIES.

    (a) In General.--Section 5 of the Investment Company Act of 1940 
(15 U.S.C. 80a-5) is amended by adding at the end the following:
    ``(d) Closed-End Company Authority To Invest in Private Funds.--
            ``(1) In general.--Except as otherwise prohibited or 
        restricted by this Act (or any rule issued under this Act), the 
        Commission may not prohibit or otherwise limit a closed-end 
        company from investing any or all of the assets of the closed-
        end company in securities issued by private funds.
            ``(2) Other restrictions on commission authority.--
                    ``(A) In general.--Except as otherwise prohibited 
                or restricted by this Act (or any rule issued under 
                this Act), or to the extent permitted by subparagraph 
                (B), the Commission may not impose any condition on, 
                restrict, or otherwise limit--
                            ``(i) the offer to sell, or the sale of, 
                        securities issued by a closed-end company that 
                        invests, or proposes to invest, in securities 
                        issued by private funds; or
                            ``(ii) the listing of the securities of a 
                        closed-end company described in clause (i) on a 
                        national securities exchange.
                    ``(B) Unrelated restrictions.--The Commission may 
                impose a condition on, restrict, or otherwise limit an 
                activity described in clause (i) or (ii) of 
                subparagraph (A) if that condition, restriction, or 
                limitation is unrelated to the underlying 
                characteristics of a private fund or the status of a 
                private fund as a private fund.
            ``(3) Application.--Notwithstanding section 6(f), this 
        subsection shall apply to a closed-end company that elects to 
        be treated as a business development company pursuant to 
        section 54.''.
    (b) Definition of Private Fund.--Section 2(a) of the Investment 
Company Act of 1940 (15 U.S.C. 80a-2(a)) is amended by adding at the 
end the following:
            ``(55) The term `private fund' has the meaning given the 
        term in section 202(a) of the Investment Advisers Act of 1940 
        (15 U.S.C. 80b-2(a)).''.
    (c) Treatment by National Securities Exchanges.--Section 6(b) of 
the Securities Exchange Act of 1934 (15 U.S.C. 78f(b)) is amended by 
adding at the end the following:
            ``(11)(A) Except as otherwise prohibited or restricted by 
        the rules of the exchange in a manner that is consistent with 
        section 5(d) of the Investment Company Act of 1940 (15 U.S.C. 
        80a-5(d)), the exchange does not prohibit, condition, restrict, 
        or impose any other limitation on the listing or trading of the 
        securities of a closed-end company when the closed-end company 
        invests, or may invest, some or all of the assets of the 
        closed-end company in securities issued by private funds.
            ``(B) In this paragraph--
                    ``(i) the term `closed-end company'--
                            ``(I) has the meaning given the term in 
                        section 5(a) of the Investment Company Act of 
                        1940 (15 U.S.C. 80a-5(a)); and
                            ``(II) includes a closed-end company that 
                        elects to be treated as a business development 
                        company pursuant to section 54 of the 
                        Investment Company Act of 1940 (15 U.S.C. 80a-
                        53); and
                    ``(ii) the term `private fund' has the meaning 
                given the term in section 2(a) of the Investment 
                Company Act of 1940 (15 U.S.C. 80a-2(a)).''.
    (d) Investment Limitation.--Section 3(c) of the Investment Company 
Act of 1940 (15 U.S.C. 80a-3(c)) is amended--
            (1) in paragraph (1), in the matter preceding subparagraph 
        (A), in the second sentence, by striking ``subparagraphs (A)(i) 
        and (B)(i)'' and inserting ``subparagraphs (A)(i), (B)(i), and 
        (C)''; and
            (2) in paragraph (7)(D), by striking ``subparagraphs (A)(i) 
        and (B)(i)'' and inserting ``subparagraphs (A)(i), (B)(i), and 
        (C)''.

SEC. 205. ENHANCEMENT OF 403(B) PLANS.

    (a) Amendments to the Investment Company Act of 1940.--Section 
3(c)(11) of the Investment Company Act of 1940 (15 U.S.C. 80a-3(c)(11)) 
is amended to read as follows:
            ``(11) Any--
                    ``(A) employee's stock bonus, pension, or profit-
                sharing trust which meets the requirements for 
                qualification under section 401 of the Internal Revenue 
                Code of 1986;
                    ``(B) custodial account meeting the requirements of 
                section 403(b)(7) of such Code;
                    ``(C) governmental plan described in section 
                3(a)(2)(C) of the Securities Act of 1933 (15 U.S.C. 
                77c(a)(2)(C));
                    ``(D) collective trust fund maintained by a bank 
                consisting solely of assets of one or more--
                            ``(i) trusts described in subparagraph (A);
                            ``(ii) government plans described in 
                        subparagraph (C);
                            ``(iii) church plans, companies, or 
                        accounts that are excluded from the definition 
                        of an investment company under paragraph (14) 
                        of this subsection; or
                            ``(iv) plans which meet the requirements of 
                        section 403(b) of the Internal Revenue Code of 
                        1986--
                                    ``(I) if--
                                            ``(aa) such plan is subject 
                                        to title I of the Employee 
                                        Retirement Income Security Act 
                                        of 1974 (29 U.S.C. 1001 et 
                                        seq.);
                                            ``(bb) any employer making 
                                        such plan available agrees to 
                                        serve as a fiduciary for the 
                                        plan with respect to the 
                                        selection of the plan's 
                                        investments among which 
                                        participants can choose; or
                                            ``(cc) such plan is a 
                                        governmental plan (as defined 
                                        in section 414(d) of such 
                                        Code); and
                                    ``(II) if the employer, a fiduciary 
                                of the plan, or another person acting 
                                on behalf of the employer reviews and 
                                approves each investment alternative 
                                offered under such plan described under 
                                subclause (I)(cc) prior to the 
                                investment being offered to 
                                participants in the plan; or
                    ``(E) separate account the assets of which are 
                derived solely from--
                            ``(i) contributions under pension or 
                        profit-sharing plans which meet the 
                        requirements of section 401 of the Internal 
                        Revenue Code of 1986 or the requirements for 
                        deduction of the employer's contribution under 
                        section 404(a)(2) of such Code;
                            ``(ii) contributions under governmental 
                        plans in connection with which interests, 
                        participations, or securities are exempted from 
                        the registration provisions of section 5 of the 
                        Securities Act of 1933 (15 U.S.C. 77e) by 
                        section 3(a)(2)(C) of such Act (15 U.S.C. 
                        77c(a)(2)(C));
                            ``(iii) advances made by an insurance 
                        company in connection with the operation of 
                        such separate account; and
                            ``(iv) contributions to a plan described in 
                        clause (iii) or (iv) of subparagraph (D).''.
    (b) Amendments to the Securities Act of 1933.--Section 3(a)(2) of 
the Securities Act of 1933 (15 U.S.C. 77c(a)(2)) is amended--
            (1) by striking ``beneficiaries, or (D)'' and inserting 
        ``beneficiaries, (D) a plan which meets the requirements of 
        section 403(b) of such Code (i) if (I) such plan is subject to 
        title I of the Employee Retirement Income Security Act of 1974 
        (29 U.S.C. 1001 et seq.), (II) any employer making such plan 
        available agrees to serve as a fiduciary for the plan with 
        respect to the selection of the plan's investments among which 
        participants can choose, or (III) such plan is a governmental 
        plan (as defined in section 414(d) of such Code), and (ii) if 
        the employer, a fiduciary of the plan, or another person acting 
        on behalf of the employer reviews and approves each investment 
        alternative offered under any plan described under clause 
        (i)(III) prior to the investment being offered to participants 
        in the plan, or (E)'';
            (2) by striking ``(C), or (D)'' and inserting ``(C), (D), 
        or (E)''; and
            (3) by striking ``(iii) which is a plan funded'' and all 
        that follows through ``retirement income account).'' and 
        inserting ``(iii) in the case of a plan not described in 
        subparagraph (D) or (E), which is a plan funded by an annuity 
        contract described in section 403(b) of such Code''.
    (c) Amendments to the Securities Exchange Act of 1934.--Section 
3(a)(12)(C) of the Securities Exchange Act of 1934 (15 U.S.C. 
78c(a)(12)(C)) is amended--
            (1) by striking ``or (iv)'' and inserting ``(iv) a plan 
        which meets the requirements of section 403(b) of such Code (I) 
        if (aa) such plan is subject to title I of the Employee 
        Retirement Income Security Act of 1974 (29 U.S.C. 1001 et 
        seq.), (bb) any employer making such plan available agrees to 
        serve as a fiduciary for the plan with respect to the selection 
        of the plan's investments among which participants can choose, 
        or (cc) such plan is a governmental plan (as defined in section 
        414(d) of such Code), and (II) if the employer, a fiduciary of 
        the plan, or another person acting on behalf of the employer 
        reviews and approves each investment alternative offered under 
        any plan described under subclause (I)(cc) prior to the 
        investment being offered to participants in the plan, or (v)'';
            (2) by striking ``(ii), or (iii)'' and inserting ``(ii), 
        (iii), or (iv)''; and
            (3) by striking ``(II) is a plan funded'' and inserting 
        ``(II) in the case of a plan not described in clause (iv), is a 
        plan funded''.
    (d) Conforming Amendment to the Securities Exchange Act of 1934.--
Section 12(g)(2)(H) of the Securities Exchange Act of 1934 (15 U.S.C. 
78l(g)(2)(H)) is amended by striking ``or (iii)'' and inserting ``(iii) 
a plan described in section 3(a)(12)(C)(iv) of this Act, or (iv)''.

TITLE III--FOSTERING INVESTOR CONFIDENCE IN MARKET INTEGRITY, FAIRNESS, 
                            AND TRANSPARENCY

SEC. 301. STUDY REGARDING RETAIL INVESTOR READABILITY OF FINANCIAL 
              STATEMENTS.

    (a) In General.--The Commission shall conduct a study to identify--
            (1) the level of readability of financial statements, 
        including all public disclosures, among retail investors, 
        including subgroups of investors identified by the Commission, 
        as of the date of enactment of this Act;
            (2) methods to improve the timing, content, and format of 
        disclosures to investors with respect to financial 
        intermediaries, investment products, and investment services;
            (3) the most useful and understandable relevant information 
        that retail investors need to make informed financial decisions 
        before engaging a financial intermediary or purchasing an 
        investment product or service that is typically sold to retail 
        investors, including shares of open-end companies, as defined 
        in section 5 of the Investment Company Act of 1940 (15 U.S.C. 
        80a-5), that are registered under section 8 of that Act (15 
        U.S.C. 80a-8);
            (4) methods to increase the transparency of expenses and 
        conflicts of interests in transactions involving investment 
        services and products, including shares of open-end companies 
        described in paragraph (3);
            (5) the most effective existing private and public efforts 
        to educate investors; and
            (6) in consultation with the Financial Literacy and 
        Education Commission, a strategy (including, to the extent 
        practicable, measurable goals and objectives) to increase the 
        financial literacy of investors in order to bring about a 
        positive change in investor behavior.
    (b) Report.--Not later than 1 year after the date of enactment of 
this Act, the Commission shall submit to the Committee on Banking, 
Housing, and Urban Affairs of the Senate and the Committee on Financial 
Services of the House of Representatives a report on the study required 
under subsection (a).
    (c) Regulations.--The Commission shall promulgate regulations that 
address and improve the readability of financial statements, including 
all public disclosures, with the goals of eliminating legalese, 
duplication, and redundant disclosures.

SEC. 302. DUTIES OF OMBUDSMAN RELATING TO REGULATION CROWDFUNDING.

    Section 4(g)(8) of the Securities Exchange Act of 1934 (15 U.S.C. 
78d(g)(8)) is amended--
            (1) in subparagraph (B)--
                    (A) by redesignating clauses (ii) and (iii) as 
                clauses (iii) and (iv), respectively; and
                    (B) by inserting after clause (i) the following:
                            ``(ii) act as a liaison between the 
                        Commission, small businesses, intermediaries, 
                        and other entities subject to the regulations 
                        under part 227 of title 17, Code of Federal 
                        Regulations, or any successor regulation;''; 
                        and
            (2) in subparagraph (D)--
                    (A) in the subparagraph heading, by striking 
                ``Report'' and inserting ``Reports'';
                    (B) by striking ``The Ombudsman'' and inserting the 
                following:
                            ``(i) Semiannual report to investor 
                        advocate.--The Ombudsman''; and
                    (C) by adding at the following:
                            ``(ii) Annual report to congress on 
                        regulation crowdfunding.--The Ombudsman shall 
                        submit to the Committee on Banking, Housing, 
                        and Urban Affairs and the Committee on 
                        Financial Services of the House of 
                        Representatives a report--
                                    ``(I) on activities of the 
                                Ombudsman relating to the duties 
                                described in subparagraph (B)(ii); and
                                    ``(II) that includes 
                                recommendations on regulatory changes 
                                to improve efficiency and access to 
                                capital for entities subject to the 
                                regulations under part 227 of title 17, 
                                Code of Federal Regulations, or any 
                                successor regulation.''.

SEC. 303. PUBLICATION ON ECONOMIC DATA ON SECURITIES MARKETS.

    (a) In General.--The Division of Economic and Risk Analysis of the 
Commission shall annually publish data on the following with respect to 
a year:
            (1) The number of offerings, and offering amounts by type, 
        which shall include, with respect to each offering, the type of 
        issuer, the type of security, and the type of exemption, if 
        applicable.
            (2) The cost of performing an offering, including the 
        ongoing costs of performing a particular type of offering (such 
        as the requirement to file certain forms with the Commission), 
        which shall be disaggregated by--
                    (A)(i) the size and type of issuer; and
                    (ii) the exemption used by issuers with respect to 
                the particular offering; or
                    (B) the registered status of issuers.
            (3) The costs to issuers of complying with the Sarbanes-
        Oxley Act of 2002 (15 U.S.C. 7201 et seq.) (and the rules 
        issued under that Act), including the amounts paid by issuers 
        to registered public accounting firms in connection with that 
        compliance.
            (4) All public enforcement actions taken by the Commission 
        and self-regulatory organizations against persons within the 
        jurisdiction of those entities, including--
                    (A) the number and types of violations of any 
                provision of law (including regulations) that either 
                such entity is authorized to enforce;
                    (B) the number and types of violators; and
                    (C) the amount of money collected in penalties as a 
                result of that enforcement.
            (5) Market capitalization by type of issuer and security.
            (6) The number of reporting companies, Regulation A 
        issuers, and crowdfunding issuers.
            (7) Trading volumes by exchange or alternative trading 
        system.
            (8) Market participants, including the number and, if 
        relevant, size of--
                    (A) broker-dealers;
                    (B) registered representatives;
                    (C) exchanges;
                    (D) alternative trading systems;
                    (E) investment companies;
                    (F) investment advisers registered with the 
                Commission under the Investment Advisers Act of 1940 
                (15 U.S.C. 80b-1 et seq.); and
                    (G) other entities determined appropriate by the 
                Commission.
    (b) Publication of Data.--In annually publishing the data required 
under subsection (a), the Division of Economic and Risk Analysis of the 
Commission shall--
            (1) publish that data for each of the 10 years preceding 
        the date of publication; and
            (2) make the data described in paragraph (1)--
                    (A) available as an open Government data set;
                    (B) freely available for download in bulk; and
                    (C) rendered in a human-readable format.

SEC. 304. STUDY ON IPO FEES.

    (a) Definitions.--In this section:
            (1) IPO.--The term ``IPO'' means an initial public 
        offering.
            (2) Small- and medium-sized company.--The term ``small- and 
        medium-sized company'' means an issuer with an initial public 
        float determination of less than $700,000,000.
    (b) Study.--
            (1) In general.--The Commission, in consultation with the 
        Financial Industry Regulatory Authority, shall carry out a 
        study of the costs associated with small- and medium-sized 
        companies to undertake IPOs and Tier 2 offerings, as defined in 
        section 230.251 of title 17, Code of Federal Regulations, or 
        any successor regulation.
            (2) Requirements.--In carrying out the study required under 
        paragraph (1), the Commission shall--
                    (A) consider the direct and indirect costs of an 
                IPO, including--
                            (i) fees, such as gross spreads paid to 
                        underwriters, promoters, investment advisory 
                        firms, and other professionals;
                            (ii) compliance with Federal and State 
                        securities laws at the time of the IPO; and
                            (iii) such other IPO-related costs as the 
                        Commission determines appropriate;
                    (B) compare and analyze the costs of an IPO with 
                the costs of obtaining alternative sources of financing 
                and of liquidity;
                    (C) consider the impact of the costs of an IPO on 
                capital formation;
                    (D) analyze the impact of the costs of an IPO on 
                the availability of public securities of small- and 
                medium-sized companies to retail investors; and
                    (E) analyze trends in IPOs over a time period the 
                Commission determines is appropriate to analyze IPO 
                pricing practices, considering--
                            (i) the number of IPOs;
                            (ii) how costs for IPOs have evolved over 
                        time, including fees paid to underwriters, 
                        investment advisory firms, financial advisers, 
                        and other professions for services in 
                        connection with an IPO;
                            (iii) the number of brokers and dealers 
                        active in underwriting IPOs;
                            (iv) the different types of services that 
                        underwriters, promoters, investment advisory 
                        firms, and other professionals provide before 
                        and after a small- or medium-sized company IPO 
                        and the factors impacting underwriting costs;
                            (v) changes in the costs and availability 
                        of investment research for small- and medium-
                        sized companies; and
                            (vi) any other consideration the Commission 
                        considers necessary and appropriate.
    (c) Report.--Not later than 1 year after the date of enactment of 
this Act, the Commission shall submit to Congress a report containing 
all findings and determinations made in carrying out the study required 
under subsection (b) and any administrative or legislative 
recommendations the Commission may have with respect to the matters 
considered under the study.

SEC. 305. EXCLUSIONS AVAILABLE REGARDLESS OF SIGNIFICANT SOCIAL POLICY 
              ISSUE.

    An issuer may exclude a shareholder proposal pursuant to section 
240.14a-8(i) of title 17, Code of Federal Regulations, or any successor 
regulation, without regard to whether that shareholder proposal relates 
to a significant social policy issue.

  TITLE IV--HOLDING REGULATORS ACCOUNTABLE THROUGH INCREASED OVERSIGHT

SEC. 401. REQUIRED TESTIMONY.

    Section 4 of the Securities Exchange Act of 1934 (15 U.S.C. 78d) is 
amended by adding at the end the following:
    ``(l) Required Testimony.--Not later than 180 days after the date 
of enactment of this subsection, and semiannually thereafter, the 
Chairman of the Commission shall appear before the Committee on 
Banking, Housing, and Urban Affairs of the Senate and the Committee on 
Financial Services of the House of Representatives regarding the 
activities of the Commission.''.

SEC. 402. SEMIANNUAL REPORT.

    Section 23 of the Securities Exchange Act of 1934 (15 U.S.C. 78w) 
is amended by adding at the end the following:
    ``(e) Semiannual Report on Regulatory and Enforcement Actions.--Not 
later than 180 days after the date of enactment of this subsection, and 
semiannually thereafter, the Chairman of the Commission shall submit to 
Congress a report that includes--
            ``(1) an overview of the capital markets system of the 
        United States;
            ``(2) the regulatory actions and agenda of the Commission, 
        including, for the period covered by the report, all actions 
        the Commission has taken to protect investors, maintain fair, 
        orderly, and efficient markets, and facilitate capital 
        formation;
            ``(3) with respect to capital formation challenges and 
        challenges to accessing capital for small businesses, including 
        minority, women-owned, and rural small businesses--
                    ``(A) the status of enforcement actions of the 
                Commission, which shall include information regarding--
                            ``(i) for the period covered by the report, 
                        the average amount of time it takes for the 
                        Commission to open and complete such an action; 
                        and
                            ``(ii) the outcome of each such action that 
                        was resolved during the period covered by the 
                        report; and
                    ``(B) any assessments of the Commission; and
            ``(4) information on the publication of economic data on 
        securities markets by the Division of Economic and Risk 
        Analysis of the Commission.''.

SEC. 403. RULEMAKING REQUIREMENTS.

    (a) Consideration of the Costs and Benefits of Commission 
Regulations and Certain Other Agency Actions.--
            (1) In general.--Section 23 of the Securities Exchange Act 
        of 1934 (15 U.S.C. 78w), as amended by section 402, is amended 
        by adding at the end the following:
    ``(f) Consideration of Costs and Benefits.--
            ``(1) Rulemaking defined.--In this subsection, the term 
        `rulemaking' does not include--
                    ``(A) a regulation issued in accordance with the 
                formal rulemaking provisions of section 556 or 557 of 
                title 5, United States Code;
                    ``(B) a regulation that is limited to agency 
                organization, management, or personnel matters;
                    ``(C) a regulation promulgated pursuant to 
                statutory authority that expressly prohibits compliance 
                with this provision; and
                    ``(D) a regulation that is certified by the agency 
                to be an emergency action, if such certification is 
                published in the Federal Register.
            ``(2) Requirements.--When issuing a rulemaking under the 
        securities laws, the Commission shall--
                    ``(A) clearly identify the nature and source of the 
                problem that the rulemaking is designed to address, as 
                well as assess the significance of that problem, to 
                enable assessment of whether any new regulation is 
                warranted;
                    ``(B) utilize the Chief Economist to assess the 
                costs and benefits, both qualitative and quantitative, 
                of the rulemaking and propose or adopt a rulemaking 
                only on a reasoned determination that the benefits of 
                the rulemaking justify the costs of the rulemaking;
                    ``(C) in assessing the costs and benefits of the 
                rulemaking under subparagraph (B), utilize the Chief 
                Economist to articulate the appropriate economic 
                baseline against which to measure the likely economic 
                impact of the rulemaking;
                    ``(D) identify and assess reasonable available 
                alternatives to the rulemaking that were considered, 
                including modification of an existing rulemaking, 
                together with an explanation of why the rulemaking 
                meets the objectives of the rulemaking more effectively 
                than the reasonable alternatives;
                    ``(E) identify and assess available alternatives to 
                the regulation that the Commission considered, 
                including modification of an existing regulation, 
                together with an explanation of why the regulation 
                meets the regulatory objectives more effectively than 
                the alternatives;
                    ``(F) ensure that any regulation is accessible, 
                consistent, written in plain language, and easy to 
                understand; and
                    ``(G) measure, and seek to improve, the actual 
                results of regulatory requirements.
            ``(3) Considerations and actions.--In deciding whether and 
        how to regulate, the Commission shall assess the costs and 
        benefits of reasonable available alternatives, including the 
        alternative of not regulating, and choose the approach that 
        maximizes net benefits, including by--
                    ``(A) consistent with the requirements of section 
                3(f) of this Act, section 2(b) of the Securities Act of 
                1933 (15 U.S.C. 77b(b)), section 202(c) of the 
                Investment Advisers Act of 1940 (15 U.S.C. 80b-2(c)), 
                and section 2(c) of the Investment Company Act of 1940 
                (15 U.S.C. 80a-2(c)), considering whether the 
                rulemaking, in addition to being in the interest of 
                protecting investors, will promote efficiency, 
                competition, and capital formation;
                    ``(B) evaluating whether, consistent with obtaining 
                regulatory objectives, the regulation is tailored to 
                impose the least burden on society, including market 
                participants, individuals, businesses of differing 
                sizes, and other entities (including State and local 
                governmental entities), taking into account, to the 
                extent practicable, the cumulative costs of 
                regulations; and
                    ``(C) evaluate whether the rulemaking is 
                inconsistent, incompatible, or duplicative of other 
                Federal regulations.
            ``(4) Explanation and comments.--In issuing any final 
        regulation, the Commission shall--
                    ``(A) explain the nature of comments received by 
                the Commission; and
                    ``(B) provide a response to those comments, 
                including an explanation of any changes that were made 
                in response to those comments and the reasons that the 
                Commission did not incorporate any concerns related to 
                the potential costs or benefits in the final 
                regulation.
            ``(5) Public availability.--The Commission shall--
                    ``(A) make available to the public in an online 
                depository all economic analyses, including analyses on 
                market failure, performed by the staff of the 
                Commission, including such analyses performed by the 
                Division of Economic and Risk Analysis, with respect to 
                a rulemaking under the securities laws; and
                    ``(B) take appropriate steps to protect any non-
                public data contained in any economic analysis included 
                in the online depository described in subparagraph (A), 
                which may include anonymizing, aggregating, or 
                employing other measures as the Commission deems 
                appropriate to protect such data while also providing 
                for its public availability.''.
            (2) Sense of congress relating to other regulatory 
        entities.--It is the sense of Congress that the Public Company 
        Accounting Oversight Board should be subject to the 
        requirements of subsection (f) of section 23 of the Securities 
        Exchange Act of 1934 (15 U.S.C. 78w), as added by paragraph 
        (1).
    (b) Considerations With Respect to Rulemaking.--
            (1) Rules under the securities act of 1933.--Section 2(b) 
        of the Securities Act of 1933 (15 U.S.C. 77b(b)) is amended by 
        inserting ``, when considered individually or cumulatively with 
        other rules or regulations or other proposed rules or 
        regulations,'' before ``will promote''.
            (2) Rules under the securities exchange act of 1934.--
        Section 23(a)(2) of the Securities Exchange Act of 1934 (15 
        U.S.C. 78w(a)(2)) is amended, in the second sentence, by 
        inserting ``, when considered individually or cumulatively with 
        other rules or regulations or other proposed rules or 
        regulations,'' after ``which would''.
            (3) Rules under the investment company act of 1940.--
        Section 2(c) of the Investment Company Act of 1940 (15 U.S.C. 
        80a-2(c)) is amended by inserting ``, when considered 
        individually or cumulatively with other rules or regulations or 
        other proposed rules or regulations,'' before ``will promote''.
            (4) Rules under the investment advisers act of 1940.--
        Section 202(c) of the Investment Advisers Act of 1940 (15 
        U.S.C. 80b-2(c)) is amended by inserting ``, when considered 
        individually or cumulatively with other rules or regulations or 
        other proposed rules or regulations,'' before ``will promote''.

SEC. 404. SENATE CONFIRMATION OF INSPECTOR GENERAL OF THE SECURITIES 
              AND EXCHANGE COMMISSION.

    Chapter 4 of title 5, United States Code, is amended--
            (1) in section 401, by inserting ``the Securities and 
        Exchange Commission,'' after ``National Security Agency,''; and
            (2) in section 415(a)(1)(A), by striking ``the Securities 
        and Exchange Commission,''.
                                 <all>
```